Resource Management Guide No.100 Resource Management Guide No. 133 Corporate plans for Commonwealth companies [MONTH 2015] © Commonwealth of Australia 2015 ISBN: XXX-X-XXXXXX-XX-X (Online or Print) With the exception of the Commonwealth Coat of Arms and where otherwise noted, all material presented in this document is provided under a Creative Commons Attribution 3.0 Australia (http://creativecommons.org/licenses/by/3.0/au) licence. The details of the relevant licence conditions are available on the Creative Commons website (accessible using the links provided) as is the full legal code for the CC BY 3 AU licence. Use of the Coat of Arms The terms under which the Coat of Arms can be used are detailed on the following website: www.itsanhonour.gov.au/coat-arms. Contact us Questions or comments about this guide should be directed to: Public Management Reform Agenda Department of Finance John Gorton Building King Edward Terrace Parkes ACT 2600 Email: PMRAperformanceframework@finance.gov.au Internet: www.pmra.finance.gov.au This guide contains material that has been prepared to assist Commonwealth companies apply the principles and requirements of the Public Governance, Performance and Accountability Act 2013 and associated rules, and any applicable policies. In this guide the: principles or requirements are set out as things companies and officials ‘should’ do; and actions, or practices, that companies and officials are expected to take into account to give effect to those principles and/or requirements are set out as things companies and officials ‘should consider’ doing. Contents AUDIENCE .............................................................................................................................................................. 2 KEY POINTS............................................................................................................................................................. 2 RESOURCES ............................................................................................................................................................ 2 PART 1 INTRODUCTION .......................................................................................................................................... 3 What is a corporate plan? .............................................................................................................................. 3 PART 2 MINIMUM REQUIREMENTS OF THE CORPORATE PLAN ........................................................................................ 3 PART 3 KEY PRIORITIES AND OBJECTIVES OF THE AUSTRALIAN GOVERNMENT .................................................................... 5 PART 4 - SUBSIDIARIES ............................................................................................................................................. 5 PART 5 MINIMUM REQUIREMENTS OF GOVERNMENT BUSINESS ENTERPRISES .................................................................. 5 PART 6 INCLUDING OTHER INFORMATION IN THE CORPORATE PLAN ................................................................................ 6 PART 7 PUBLICATION REQUIREMENTS ....................................................................................................................... 6 Sensitive information ...................................................................................................................................... 6 PART 8 VARIATIONS TO THE CORPORATE PLAN – NOTIFICATION AND MINIMUM REVIEW REQUIREMENTS ................................ 7 Resource Management Guide No. 133 Corporate Plans for Commonwealth Companies | 1 Audience This Guide applies to directors of Commonwealth companies. The Guide is also relevant to chief financial officers, chief operating officers and their units in all Commonwealth companies (companies). It is also intended to support officers managing the activities of the company. Key points This Guide: gives guidance on the obligations of directors under section 95 of the Public Governance, Performance and Accountability Act 2013 (PGPA Act) on preparing a corporate plan for a company; and provides information on the minimum requirements, as prescribed by the Public Governance, Performance and Accountability Rule 2014 (PGPA Rule) in sections 16E and 27A, for corporate plans published by companies. This Guide comes into effect on 1 July 2015 when the amendments to the PGPA Rule take effect. Resources This guide is available on the Department of Finance website at www.finance.gov.au and relates to other guidance on the Enhanced Commonwealth Performance Framework, including; RMG No. 130 Overview of the Enhanced Commonwealth Performance Framework www.finance.gov.au/xxxx RMG No. 132 Corporate plans for Commonwealth entities www.finance.gov.au/xxxx RMG No. 133 Corporate plans for Commonwealth companies www.finance.gov.au/xxxx RMG No. 134 Annual performance statement for Commonwealth entities www.finance.gov.au/xxxx RMG No. 131 Good performance information www.finance.gov.au/xxxx Guidance on the preparation of annual reports www.dpmc.gov.au Commonwealth Government Business Enterprise – Governance and oversight Guidelines Resource Management Guide No. 133 Corporate Plans for Commonwealth Companies | 2 Part 1 Introduction 1. The PGPA Act (section 95) requires all Commonwealth companies subject to the Act to prepare and publish corporate plans. Sections 16E and 27A of the PGPA Rule now establish a minimum set of requirements for Commonwealth companies’ corporate plans. These requirements do not require Commonwealth companies to publish information, in their corporate plans, of a commercially confidential or sensitive in nature. For further guidance on sensitive information please see Part 7 of this guidance. What is a corporate plan? 2. A corporate plan is the principal strategic planning document published by a company. It should set out clearly what a company will do to achieve its purposes and how it will know that it has achieved its purposes in a given period. A corporate plan should inform the reader about the range of current and planned activities that the company will undertake over the period of the plan. 3. Many Commonwealth companies already produce corporate planning documents as part of their normal governance arrangements. However, the PGPA Act and the PGPA Rule now introduce a uniform minimum requirement on all Commonwealth companies to prepare a corporate plan to meet their obligations to their Government shareholders. 4. The minimum inclusions which companies are required to address in a corporate plan are set out in section 27A and 16E of the PGPA Rule: The purposes of the company; The broader environment within which it works; A summary of planned performance of the company (and any subsidiary that go to achieving its purposes); o Including details of methodology, data and information that it will collect to measure and assess its performance; Its capability and the strategies it will implement to achieve its purposes; and Risk oversight and management systems. 5. This Guide provides information on the minimum requirements for corporate plans, as set out by the PGPA Act and the PGPA Rule. The guidance recognises that it is the directors of companies who are responsible for development and tailoring of their corporate plans to meet their individual circumstances. Part 2 Minimum requirements of the corporate plan 6. The requirements for corporate plans set out in the PGPA Rule are intended to be the minimum requirements for all corporate plans. These requirements can be addressed by companies in a manner that they deem appropriate for their particular circumstances. It is the responsibility of each company to decide at what level information should be presented. 7. At a minimum, companies must prepare and publish a corporate plan annually, containing content that addresses the “minimum matter for inclusion” in a corporate plan, as detailed in section 16E(2) and 27A of the PGPA Rule, which are: Resource Management Guide No. 133 Corporate Plans for Commonwealth Companies | 3 a. a corporate plan must cover a period of at least four financial years (four reporting periods)and should include details of the following matters: i. An introduction by the director of the company that states: 1. The corporate plan has been prepared in accordance with the Public Governance, Performance and Accountability Rule 2014. 2. The period (financial year) for which the plan was prepared. 3. The period covered by the plan (minimum of four financial years). ii. The purposes of the company detailing the objectives, functions or role of the company over the period of the corporate plan. iii. The environment in which the company operates, currently and over the period covered by the plan. Consideration could be given to: 1. The main external and internal factors that affect or influence the company’s performance. 2. Demographic, geographic or time related issues that impact on the company, and the regulatory or competitive environment that it operates within. iv. The planned performance of the company over the period of the corporate plan. This could include: 1. Details of significant activity(s) that the company will undertake to fulfil its purposes; as identified above (ii). 2. Goals and or targets of the company. 3. How the performance of the company will be measured and assessed to demonstrate how well the purposes of the company will be fulfilled. v. The capability of the company detailing the key strategies and plan the company will implement over the period covered by the plan. Consideration could be given to: 1. The current capability of the company. 2. How the capability needs of the company may change over the term of the corporate plan. 3. The strategies and plans that will be put in place to address the current and future needs of the company. Strategies and plans may include consideration of Workforce, Capital and ICT capability. vi. Risk oversight and risk management of the company over the period of the corporate plan. Consideration could be given to: 1. How risk management is incorporated into the company’s approach to the fulfilment of its purposes; as identified above (ii). 2. The risk management practices/measures that have been considered and (or will be) implemented over the period covered by the corporate plan. Resource Management Guide No. 133 Corporate Plans for Commonwealth Companies | 4 Part 3 Key priorities and objectives of the Australian Government 8. The PGPA Act (subsection 95(3) in relation to Commonwealth companies) requires a corporate plan to include an explanation of how their activities contribute to achieving the Australian Government’s priorities and objectives. This applies where a statement is made by the Australian Government under section 34 of the PGPA Act. Part 4 - Subsidiaries 9. The PGPA Act requires a corporate plan to cover both the company and any subsidiaries they may have. In particular, the PGPA Rule (section 16E(2) item 4 Performance (b)) requires that the corporate plan provide a summary of how any subsidiary of the company will contribute to achieving the company’s purpose. 10. In practice, a company’s corporate plan will incorporate the activities of their subsidiaries; however, this may not require each subsidiary to be separately or specifically identified in the corporate plan. Companies should determine if the separate identification of a particular subsidiary’s activities is required, on a case by case basis. This determination should be based on the significance of the subsidiary’s activities and the effect they have on the fulfilment of the company’s purposes. Where the activity of a subsidiary has a significant effect on the fulfilment of its purposes then a company should specifically address this in their corporate plan. Part 5 Minimum requirements of Government Business Enterprises Public Governance, Performance and Accountability Rule 2014: Section 5 Government business enterprise (a) ASC Pty Limited (ACN 008 605 034); (b) Australian Rail Track Corporation Limited (ACN 081 455 754); (d) Moorebank Intermodal Company Limited (ACN 161 635 105) (e) NBN Co Limited (ACN 136 533 741); 11. Section 5 of the PGPA Rule identifies those Commonwealth companies that are government business enterprises (GBEs) for the purposes of the PGPA Act. 12. GBEs are required to prepare corporate plans in accordance with the minimum requirements set out in Section 16E of the PGPA Rule, but are also to refer to Resource Management Guide No. XXX Commonwealth Government Business Enterprise Governance and Oversight Guidelines (the GBE Guidelines). See http://www.finance.gov.au/publications/governancearrangements/docs/GBE_Guidelines.pdf 13. GBE’s that fully comply with the GBE Guidelines, (with specific reference the corporate planning requirements contained therein) will meet the minimum requirements of the corporate planning requirements of the PGPA Act and associated rule. Resource Management Guide No. 133 Corporate Plans for Commonwealth Companies | 5 Part 6 Including other information in the corporate plan 1. The intention of the corporate plan is to be the primary public strategic planning document of the organisation. This Guide recognises that companies may wish to add further content that is relevant to explaining how they plan to deliver upon their specified purposes. Companies should feel free to include any additional information that, at their own discretion, assists this purpose. Part 7 Publication requirements 2. From the 2015-16 financial year onwards, corporate plans must be published on the company’s website by 31 August each year for each reporting period. 3. Company directors are also required to provide a copy of the corporate plan to their responsible Minister and the Finance Minister as soon as practicable after the plan is prepared. Sensitive information 4. If the corporate plan includes commercially confidential or sensitive information then a supplementary corporate plan may be prepared for publication on the company’s website that excludes such matters. 5. Information may be considered for omission from the publically available corporate plan if: a. release of the information would cause competitive detriment to a company; b. the information is not and should not be in the public domain; c. the information is not required to be disclosed under another law of the Commonwealth, a State or a Territory; d. the information is not readily discoverable; and e. the information relates to Australia’s defence, national security or law enforcement activities. 6. GBE existing practice of preparing and publishing a Statement of Corporate Intent in place of a full corporate plan, in the interest of not disclosing commercially sensitive information, will remain a valid approach for GBE under 16E(5) of the PGPA rule. For more information for GBE’s statement of corporate intent see http://www.finance.gov.au/publications/governancearrangements/docs/GBE_Guidelines.pdf 7. If a corporate plan and a supplementary corporate plan (excluding confidential or sensitive information) are prepared, then both must be provided to the responsible Minister and Finance Minister before the summary corporate plan is published. Resource Management Guide No. 133 Corporate Plans for Commonwealth Companies | 6 Part 8 Variations to the corporate plan – notification and minimum review requirements 8. Corporate plans must be reviewed at least annually; however, they may also be updated on an as needed basis should the company deem it necessary. At any time, directors may vary corporate plans at their own discretion, to reflect changes to purposes, activities or operating environment of the company. 9. If a corporate plan is varied during the reporting period, then a revised copy of the plan may be prepared as soon as practicable and provided to the responsible Minister and the Finance Minister by the accountable authority or director before publishing in accordance with the requirements in subsection 16E(6) of the PGPA Rule. Resource Management Guide No. 133 Corporate Plans for Commonwealth Companies | 7